SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12B-25

                          NOTIFICATION OF LATE FILING

                       COMMISSION FILE NUMBER 33-19980-D

CHECK ONE

[  ] FORM 10-K AND FORM 10-KSB [  ] FORM 11-K

[   ] FORM 20-F  [X ]  FORM 10-Q AND FORM 10-QSB  [  ]  FORM N-SAR

FOR THE PERIOD ENDED MARCH 31, 2002

[  ]  TRANSITION REPORT ON FORM 10-K AND FORM 10-KSB

[  ]  TRANSITION REPORT ON FORM 20-F

[  ]  TRANSITION REPORT ON FORM 11-K

[  ]  TRANSITION REPORT ON FORM 10-Q AND FORM 10-QSB

[  ]  TRANSITION REPORT ON FORM N-SAR

FOR THE PERIOD ENDED

NOTHING  IN THIS  FORM  SHALL BE  CONSTRUED  TO IMPLY  THAT THE  COMMISSION  HAS
VERIFIED ANY INFORMATION  CONTAINED  HEREIN.  IF THE  NOTIFICATION  RELATES TO A
PORTION  OF THE  FILING  CHECKED  ABOVE,  IDENTIFY  THE ITEM  (S) TO  WHICH  THE
NOTIFICATION RELATES: ALL

PART I

REGISTRANT INFORMATION

FULL NAME OF REGISTRANT: CGI HOLDING CORPORATION

ADDRESS OF PRINCIPAL EXECUTIE OFFICE:             300 N MANNHEIM
CITY, STATE AND ZIP CODE:                         HILLSIDE, ILLINOIS 60162







PART II

RULE 12B-25 (B) AND (C)

IF THE SUBJECT REPORT COULD NOT BE FILED WITHOUT  UNREASONABLE EFFORT OR EXPENSE
AND THE  REGISTRANT  SEEKS  RELIEF  PURSUANT TO RULE 12B-25 (B),  THE  FOLLOWING
SHOULD BE COMPLETED. (CHECK BOX IF APPROPRIATE)

    (a) THE REASONS  DESCRIBED IN  REASONABLE  DETAIL IN PART III OF THIS FORM
        COULD NOT BE ELIMINATED WITHOUT UNREASONABLE EFFORT OR EXPENSE;


    (b) THE SUBJECT ANNUAL REPORT, SEMI-ANNUAL REPORT, TRANSITION REPORT ON
[X]     FORM 10-KSB, OR PORTION THEREOF WILL BE FILED ON OR BEFORE THE 15TH
        CALENDAR DAY FOLLOWING THE PRESCRIBED DUE DATE; AND


(c)     THE ACCOUNTANT'S STATEMENT OR OTHER EXHIBIT REQUIRED BY RULE 12B-25 (C)
        HAS BEEN ATTACHED IF APPLICABLE.


PART III

NARRATIVE

STATE BELOW IN REASONABLE  DETAIL THE REASONS WHY FORM 10-KSB OR THE  TRANSITION
REPORT THEREOF COULD NOT BE FILED WITHIN THE PRESCRIBED TIME PERIOD.


IN ACCORDANCE  WITH SFAS 142,  MANAGEMENT IS CURRENTLY  EVALUATING  THE CARRYING
VALUE OF GOODWILL ASSOCIATED WITH A 2001 ACQUISITION.
PART IV

OTHER INFORMATION

(1) NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS
    NOTIFICATION


GERRY M JACOBS    (708) 547-0401
(NAME)            (TELEPHONE NUMBER)


(2) HAVE ALL OTHER PERIODIC  REPORTS  REQUIRED UNDER SECTION 13 OR 15 (D) OF THE
SECURITIES  EXCHANGE ACT OF 1934 OR SECTION 30 OF THE INVESTMENT  COMPANY ACT OF
1940  DURING  THE  PROCEEDING  12 MONTHS  OR FOR SUCH  SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORT (S) BEEN FILED? IF THE ANSWER IS NO,
IDENTIFY REPORT (S).
[X ]  YES   [  ]  NO

(3) IS IT ANTICIPATED THAT ANY SIGNIFICANT  CHANGE IN RESULTS OF OPERATIONS FROM
THE  CORRESPONDING  PERIOD FOR THE LAST  FISCAL  YEAR WILL BE  REFLECTED  BY THE
EARNINGS STATEMENTS TO BE INCLUDED IN THE SUBJECT REPORT OR PORTION THEROF?

[   ]  YES   [X]  NO

SIGNITURE

CGI HOLDING CORPORATION

HAS  CAUSED  THIS  NOTIFICATION  TO BE SIGNED ON ITS  BEHALF BY THE  UNDERSIGNED
THEREUNTO DULY AUTHORIZED.

DATE:  MAY 15, 2002      BY:  /S/ GERRY M JACOBS
                                  GERRY M JACOBS, PRESIDENT AND DIRECTOR
                                  (PRINCIPAL EXECUTIVE OFFICER)